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Rights offer declaration announcement
RESILIENT PROPERTY INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/016851/06)
JSE share code: RES ISIN: ZAE000190807
(Approved as a REIT by the JSE)
(“Resilient” or “the company”)
RIGHTS OFFER DECLARATION ANNOUNCEMENT
Introduction
Resilient intends undertaking a rights offer to Resilient shareholders (“shareholders” or “Resilient shareholders”) in
order to raise approximately R2.8 billion (“the rights offer”).
The board of directors has resolved to undertake the rights offer as part of a broader funding strategy for the
company’s pipeline of acquisitions and developments as well as for strategic opportunities.
Salient terms of the rights offer
Resilient shareholders will be offered a total of 32 696 124 Resilient shares (“new Resilient shares” or “rights offer
shares”) at an issue price of R85 each in the ratio of 9.50326 new Resilient shares for every 100 Resilient shares held
on Friday, 5 June 2015, which rights offer opens on Monday, 8 June 2015.
The JSE has granted listings for the letters of allocation and the rights offer shares as follows:
- letters of allocation in respect of 32 696 124 new Resilient shares will be listed from the commencement of
business on Monday, 1 June 2015 to the close of business on Thursday, 11 June 2015, both days inclusive,
under the JSE code: RESN and ISIN: ZAE000204863; and
? 32 696 124 new Resilient shares will be listed with effect from the commencement of business on Friday,
12 June 2015.
Resilient has not received any irrevocable undertakings from existing shareholders to participate in the rights offer.
The rights offer will not be underwritten and is not conditional on a minimum subscription.
Excess shares applications
Resilient shareholders will have the right to apply for any excess rights offer shares not taken up by other shareholders
subject to such rights being transferable upon renunciation of the letters of allocation, and any such excess shares will
be attributed equitably, taking cognisance of the number of shares and rights held by the shareholder just prior to such
allocation, including those taken up as a result of the rights offer, and the number of excess rights applied for by such
shareholder.
If you are a certificated shareholder and you wish to apply for excess rights offer shares, you must complete the form
of instruction attached to the rights offer circular (defined below) in accordance with the instructions contained
therein. If you are a dematerialised shareholder and you wish to apply for excess rights offer shares, you must instruct
your CSDP or broker as to the number of excess rights offer shares for which you wish to apply.
Important dates and times
2015
Finalisation announcement published on SENS Tuesday, 26 May
Last day to trade in Resilient shares in order to participate in the rights offer Friday, 29 May
Listing and trading of letters of allocation on the JSE under JSE code: “RESN” and
ISIN: ZAE000204863 Monday, 1 June
Resilient shares commence trading on the JSE ex-rights offer entitlement Monday, 1 June
Rights offer circular and form of instruction posted to certificated shareholders Tuesday, 2 June
Record date for determination of shareholders entitled to participate in the rights offer
(initial record date) Friday, 5 June
Dematerialised shareholders will have their accounts at their CSDP or broker
automatically credited with their entitlement Monday, 8 June
Certificated shareholders on the register will have their entitlement credited to their
accounts held with the transfer secretaries Monday, 8 June
Rights offer opens at 09:00 Monday, 8 June
Rights offer circular posted to dematerialised shareholders Tuesday, 9 June
Last day to trade letters of allocation on the JSE Thursday, 11 June
Maximum number of rights offer shares listed and trading therein commences on the
JSE Friday, 12 June
Rights offer closes at 12:00 Friday, 19 June
Record date for letters of allocation (final record date) Friday, 19 June
New Resilient shares issued Monday, 22 June
Dematerialised shareholders’ accounts updated and debited by CSDP or broker (in
respect of entitlements to rights offer shares) Monday, 22 June
Certificates posted to certificated shareholders (in respect of the rights offer shares) Monday, 22 June
Results of rights offer announced on SENS Monday, 22 June
Results of rights offer announced in the press Tuesday, 23 June
Refunds (if any) to certificated shareholders in respect of unsuccessful excess share
applications made Wednesday, 24 June
Dematerialised shareholders’ accounts updated and debited by their CSDP or broker
(in respect of successful excess share applications) Wednesday, 24 June
Notes:
1. All references to dates and times are to local dates and times in South Africa. The above dates are subject to change. If any of the above dates change, the
revised dates will be notified to shareholders by announcement on SENS.
2. Dematerialised shareholders are required to inform their CSDP or broker of their instructions in terms of the rights offer in the manner and time stipulated in
the agreement governing the relationship between the shareholder and its CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised between Monday, 1 June 2015 and Friday, 5 June 2015, both days inclusive.
4. Dematerialised shareholders will have their accounts at their CSDP or broker automatically credited with their rights and certificated shareholders will have
their rights credited to their accounts at Link Market Services.
5. CSDPs effect payment in respect of dematerialised shareholders on a delivery-versus-payment method.
Foreign shareholders
Introduction
Foreign shareholders may be affected by the rights offer, having regard to prevailing laws in their relevant
jurisdictions. Such foreign shareholders should inform themselves about and observe any applicable legal
requirements of such jurisdiction in relation to all aspects of the rights offer circular (defined below) that may affect
them, including the rights offer. It is the responsibility of each foreign shareholder to satisfy himself as to the full
observation of the laws and regulatory requirements of the relevant foreign jurisdiction in connection with the rights
offer, including the obtaining of any governmental, exchange or other consents or the making of any filing which may
be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or
other requisite payments due in such jurisdiction. The rights offer is governed by the laws of South Africa and is
subject to applicable laws and regulations, including the Exchange Control Regulations.
Affected foreign shareholders
Any Resilient shareholder who is in doubt as to his position with respect to the rights offer in any jurisdiction,
including, without limitation, his tax status, should consult an appropriate independent professional adviser in the
relevant jurisdiction without delay. Foreign shareholders are reminded that they may dispose of their Resilient shares
on or prior to the last day to trade, in which case they will not participate in the rights offer.
Foreign shareholders accordingly must take their own advice on whether they are entitled, after the rights offer, to
continue beneficially to hold any Resilient shares distributed to them and take the appropriate action in accordance
with that advice.
Note to U.S. shareholders
The rights offer shares will not be registered with the U.S. Securities and Exchange Commission (“SEC”) under the
U.S. Securities Act of 1933, as amended, or any U.S. state securities laws. Neither the SEC nor any U.S. federal or
state securities commission has registered, approved or disapproved the rights offer shares or passed comment or
opinion upon the accuracy or adequacy of the rights offer circular (defined below). Any representation to the contrary
is a criminal offence in the U.S.
Resilient shareholders who are citizens or residents of the U.S. are advised that the rights offer shares have not been
and will not be registered under the U.S. Securities Exchange Act of 1934, as amended.
Sale of rights
It is the responsibility of any person outside the common monetary area (including, without limitation, nominees,
agents and trustees for such persons) receiving the rights offer circular (defined below) and wishing to take up rights
offer shares under the rights offer, to satisfy themselves as to full observance of the applicable laws of any relevant
territory, including obtaining any requisite governmental or other consents, observing any other requisite formalities
and paying any issue, transfer or other taxes due in such territories.
If a premium can be obtained over the expenses of the sale, the rights of Resilient shareholders in the jurisdictions in
which it is illegal to make an offer will be sold by the transfer secretaries on the JSE for the benefit of such Resilient
shareholders, in accordance with this section. Any premium over the expenses of the sale of the rights of Resilient
shareholders in these jurisdictions (including applicable taxes, brokerage fees and commissions) shall be remitted to
such Resilient shareholders.
None of Resilient, the transfer secretaries or any broker appointed by them or Resilient, will have any obligation or be
responsible for any loss or damage whatsoever in relation to, or arising out of, the timing of such sales or the
remittance of the net proceeds of such sales.
Circular
Further details of the rights offer will be set out in the circular to Resilient shareholders (“the rights offer circular”)
which is expected to be posted to certificated shareholders on Tuesday, 2 June 2015 and to dematerialised
shareholders on Tuesday, 9 June 2015. The rights offer circular will be made available on the company’s website
www.resilient.co.za from Monday, 1 June 2015.
22 May 2015
Corporate advisor and sponsor
Java Capital
Date: 22/05/2015 03:09:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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